On July 25, 2018, Kannalife Sciences, Inc. (the "Company") entered into a Share Exchange Agreement with TYG Solutions Corp. ("TYYG"), a publicly traded entity (the “Share Exchange”). The transaction was accounted for as a reverse recapitalization whereby the Company is the accounting acquirer and TYYG is the accounting acquire.

The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the Share Exchange. These unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of the Company and TYYG. These financial statements have been adjusted as described in the notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of the Company and TYYG, has been prepared assuming the Share Exchange closed on June 30, 2018, and includes preliminary adjustments to reflect the events that are directly attributable to the Share Exchange and factually supportable. In addition, the unaudited pro forma condensed combined statement of operations combines the historical consolidated statements of operations of the Company and TYYG and has also been adjusted to give effect to pro forma events that are directly attributable to the Share Exchange, factually supportable and expected to have a continuing impact on the combined results. The unaudited pro forma combined consolidated statements of operations for the years ended December 31, 2017 and 2016, and the six months ended June 30, 2018 are presented as if the Share Exchange had occurred on January 1, 2016. The Share Exchange will be accounted for as a capital transaction, or reverse recapitalization.

The Company has prepared the unaudited pro forma combined condensed financial statements based on available information using assumptions that it believes are reasonable. These pro forma financial statements are being provided for informational purposes only and do not claim to represent the Company's actual financial position or results of operations had the Share Exchange occurred on that date specified nor do they project the Company's results of operations or financial position for any future period or date. The actual results reported by the combined company in periods following the Share Exchange may differ significantly from these unaudited pro forma combined condensed financial statements for a number of reasons. The pro forma financial statements do not account for the cost of any restructuring activities or synergies resulting from the Share Exchange or other costs relating to the integration of the two companies, or other historical acquisitions that were undertaken by the Company.

These unaudited pro forma combined condensed financial statements should be read in conjunction with the Company's historical financial statements and accompanying notes included in the Company's Financial Statements for the years ended December 31, 2017 and 2016, and June 30, 2018 contained in this Form 8-K.

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NOTE 1 - BASIS OF PRESENTATION

The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed financial statements to give effect to the pro forma events that are (i) directly attributable to the reverse recapitalization transaction between the Company ("accounting acquirer") and TYG Solutions Corp. ("accounting acquire"), (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed statement of operations, expected to have a continuing impact on the results following the reverse recapitalization. The Share Exchange will be accounted for as a capital transaction, or reverse recapitalization.

NOTE 2 - DESCRIPTION OF TRANSACTION

On July 25, 2018, TYG Solutions Corp., a Delaware corporation (“TYYG”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Kannalife Sciences, Inc., a Delaware corporation (“Kannalife”) and certain stockholders of Kannalife (the “Kannalife Stockholders”).

Pursuant to the terms of the Share Exchange Agreement, TYYG acquired approximately 99.7% of the issued and outstanding shares of Kannalife by means of a share exchange with the Kannalife Stockholders in exchange for 60,324,141 newly issued shares of the common stock of TYYG (the “Share Exchange”), which increased the Company's issued and outstanding shares of common stock to 69,854,141. As a result of the Share Exchange, Kannalife became a 99.7% owned subsidiary of TYYG, which on a going forward basis will result in consolidated financial reporting by TYYG to include the results of Kannalife. The initial closing of the Share Exchange occurred concurrently with entry into the Share Exchange Agreement (the “Initial Closing”). After the Initial Closing and for a period of no more than 120 days thereafter, unless extended in the sole discretion of TYYG, TYYG may issue, on the same terms and conditions as those contained in the Share Exchange Agreement, additional shares of the common stock of TYYG to Kannalife Stockholders that did not participate in the Initial Closing, provided that each additional Kannalife Stockholder becomes a party to the transaction documents (the “Additional Closing”).

NOTE 3 - PRO FORMA ADJUSTMENTS

A.To adjustment common stock, additional paid-in capital and accumulated deficit to effect the reverse recapitalization. 

B.On July 24, 2018, holders of Kannalife Series A Preferred stock converted 12,250,000 shares into common stock of Kannalife just prior to the Share Exchange on a 1-to-1 basis.  

C.On July 24, 2018, TYYG entered into a stock purchase agreement with an accredited investor pursuant to which it sold 2,030,000 shares of TYYG common stock to the investor in exchange for aggregate gross proceeds of $203,000. Prior to the closing of the stock purchase agreement, 2,030,000 shares of TYYG common stock were surrendered to TYYG by certain stockholders. 

D.On July 24, 2018, TYYG issued 75 shares of TYYG’s Series A Preferred Stock and 75 shares of TYYG’s Series B Preferred Stock to accredited investors in exchange for aggregate gross proceeds of $150,000. 

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